Last checked at 7 Sep 2021 07:00
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
7 September 2021
AFC Energy PLC
("AFC Energy" or the "Company")
Grant of Share Options
AFC Energy (AIM: AFC) announces that its Remuneration Committee is putting in place a new long term performance shares plan ("PSP Scheme") for the AFC Energy executive directors and senior management. It will initially be applied to the board level executives and then in turn to other senior management in March 2022. Grants will normally be made each year in March at or following the release of annual results.
The Scheme will be based on annual grants of nil cost options scaled according to salary which then vest conditionally three years later based on achievement of performance targets set at grant. Maximum award level will be 120% salary for the CEO with the other board level executives having maximum award 70% salary. Non board level executives will not have an automatic entitlement to the scheme but those that do will have a maximum award equal to or less than board level executives.
For the first year's grant, performance testing will be based on Compound Annual Growth Rate (CAGR) of Total Shareholder Return (TSR), which at this stage will be entirely share price based but accommodating future dividends when these become possible.
At the vesting date, the CAGR of TSR will be calculated for the three year period and tested versus a lower threshold set for this year's award at 5%. Below this level of CAGR the award will be forfeited. At the threshold, 25% of the maximum award will vest and this will increase linearly with CAGR up to full release of the award at an upper limit of 20% CAGR. CAGR levels beyond this limit will not result in the release of any more options, however the holder is rewarded through the increased value the awarded options will have at the higher share price.
Initial awards under the PSP Scheme are being made over 620,970, 271,968 and 206,320 shares to executive directors Adam Bond, Jim Gibson and Graeme Lewis respectively in each case at a benchmark price of 59.7 pence, representing a 15 day average from yesterday.
In addition, the Remuneration Committee has approved a transitional award (the "Transitional Award") to Adam Bond and Jim Gibson in recognition, inter alia, that no new option awards have been made to them in recent years. The Transitional Award is being made on the bases that would have prevailed had the award been made in March 2020. Pursuant to the Transitional Award, Adam Bond and Jim Gibson are receiving 2,250,000 and 984,375 nil cost options respectively. These options have a benchmark price of 16 pence. Below a threshold price of 27.6p no options will vest. At this threshold price, 25% of the maximum award will vest and this will increase linearly up to a fully vesting price of 59.7 pence per share. Providing the thresholds have been achieved, the options will vest in two equal tranches in March 2022 and March 2023 so that each executive will now have LTIP incentivisation awards tested and vesting annually over the next three years.
The Transitional Award is deemed to represent a related party transaction in accordance with AIM Rule 13. The directors who are independent of the Transitional Award, being all the directors other than Adam Bond and Jim Gibson, consider that, having consulted the Company's nominated adviser, that the terms of the Transitional Award are fair and reasonable in so far as shareholders as a whole are concerned.
The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Adam Bond | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chief Executive Officer | |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| AFC Energy plc | |||
b)
| LEI
| 213800SRJST19GNS9U35 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.1p each | |||
Identification code | GB00B18S7B29 | ||||
b)
| Nature of the transaction
| Grant of options | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
Grant of shares options
| Nil Nil | 2,250,000 620,970 |
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 2,870,970 | ||||
- Price | Nil | ||||
e)
| Date of the transaction
| 7 September 2021 | |||
f)
| Place of the transaction | London Stock Exchange, AIM | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Jim Gibson | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chief Operating Officer | |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| AFC Energy plc | |||
b)
| LEI
| 213800SRJST19GNS9U35 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.1p each | |||
Identification code | GB00B18S7B29 | ||||
b)
| Nature of the transaction
| Grant of options | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
Grant of shares options
| Nil Nil | 984,375 271,968 |
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 1,256,343 | ||||
- Price | Nil | ||||
e)
| Date of the transaction
| 7 September 2021 | |||
f)
| Place of the transaction | London Stock Exchange, AIM | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Graeme Lewis | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chief Financial Officer | |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| AFC Energy plc | |||
b)
| LEI
| 213800SRJST19GNS9U35 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 0.1p each | |||
Identification code | GB00B18S7B29 | ||||
b)
| Nature of the transaction
| Grant of options | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
Grant of shares options
| Nil | 206,320 |
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 206,320 | ||||
- Price | Nil | ||||
e)
| Date of the transaction
| 7 September 2021 | |||
f)
| Place of the transaction | London Stock Exchange, AIM | |||
ENDS-
For further information, please contact:
AFC ENERGY AND ADVISORS
|
About AFC Energy plc
AFC Energy plc is a leading provider of hydrogen fuel cell power systems to generate clean energy in support of the global energy transition.
Based in the UK, the Company's scalable systems provide off-grid, zero emission power that are already being deployed for rapid electric vehicle charging and the replacement of diesel generators for temporary power applications.
AFC Energy is also working with global partners in the deployment of products for the Maritime, Ports, Data Centres and Rail industries, emphasising the central role of its technology in the decarbonisation of global industry.